As on: May 03, 2024 10:34 AM
To,
The Members,
DSJ Keep Learning Limited (Formerly known as DSJ Communications Limited)
Your Directors hereby presents the 31stAnnual Report covering the operational and financial performance of your company together with the Audited Financial Statements for the financial year ended 31st March, 2021.
FINANCIAL HIGHLIGHTS & PERFORMANCE:
The financial figures for the year under review are given below:
REVIEW OF OPERATIONS:
During the year under review, the Company has registered a turnover of Rs.17.57/- Lakhs (previous year Rs. 12.48/-Lakhs) and Net Loss after Tax of Rs.407.88/- Lakhs (previous year Net Loss Rs.34.41/- Lakhs). Your Company is undertaking active efforts towards accelerating the growth speed and is optimistic about better performance in the future.
FUTURE PROSPECTS AND OUTLOOK OF THE COMPANY:
The Company intends to widen its scope of services to include providing educational services to Institutions, Universities, and the learner community. Electronic course development, delivery and e-publishing are expected to grow exponentially in the world. The company intends to leverage this opportunity.
EMERGENCE OF COVID-19:
The Company has assessed the possible impact of Covid-19 on its financial statements based on the internal & external information available up to the date of approval of these financial results and concluded that no adjustments, in addition to the provision already made, are required in these results.
The management is of the opinion that there is unlikely to be any material impact on the carrying values of assets, liabilities and provisions as disclosed in these financial results. The management will continue to closely monitor any changes to future economic conditions and assess their impact on operations of the Company.
CHANGE OF NAME OF THE COMPANY:
As on the date of this report, owing to the change in the main objects clause of the Company from Publication business to Education Services business, Company has changed the name from ‘DSJ Communications Limited to DSJ Keep Learning Limited' to reflect the new business activities of the Company in their main object clause and the fresh certificate of incorporation consequent to change of name was obtained from the Registrar of Companies, Mumbai, Maharashtra on 29th June, 2021.
DIVIDEND:
In view of the accumulated losses, the Board of Directors do not recommend payment of dividend for the year under review.
TRANSFER TO RESERVES:
During the year under review, your Company has not made any transfer to reserves.
SHARE CAPITAL OF THE COMPANY:
There was no change in the Authorised & Paid up Share Capital of the Company during the financial year ended 31st March, 2021.
As at end of the financial year under review, the Authorised Share Capital stood at Rs.10,65,00,000/-
Sixty Five Lakhs only) and paid-up share capital stood at Rs.7,41,96,500/- (Rupees Seven Crores Forty One Lakhs Ninety Six Thousand Five Hundred only) which Excludes calls in arrears of Rs. 57,85,000/- (Rupees Fifty Seven Lakhs Eighty Five Thousand only).
CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:
The Members of the Company at the Annual General meeting held on 30th September, 2020 had approved the alteration in the Main object clause of the Company from ‘Publication' business to ‘Education Services' and received the approval from Registrar of Companies, Mumbai on 02nd November, 2020 accordingly the Company had changed the Main Object clause and line of business activity.
PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 ("the Act") read with Companies (Acceptance of Deposits) Rules, 2014.
COPY OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2021 is available on the Company's website at https:// https://dsjkeeplearning.com/annual-reports.php.
HOLDING, SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES:
The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company as on 31st March, 2021. Also no Company ceased to be a Subsidiary, Joint Venture or Associate during the year under review. Hence, the requirement of reporting the highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company during the period under review does not arise.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Nitin Sawant (DIN: 00350449) ceased to be an Independent Director of the Company w.e.f. the end of close of business hours on 12th February, 2021 owing to his other preoccupations and other commitments. The Board places on record its appreciation for his services toward the Company.
Further Mr. Ganesh Pawar (DIN:07547400) and Mrs. Sujata Poojari (DIN:08159263) ceased to be an Independent Directors of the Company w.e.f. the end of close of business hours on 12th March, 2021 due to change in the line of business of the Company from publication to education service sector. The Board places on record its appreciation of both directors for their services toward the Company.
In accordance with the provisions of Section 152 of the Act, read with rules made there under and the Articles of Association of the Company, Mr. Sanjay Padode, Chairman & Managing Director of the Company, retires by rotation at the ensuing
Annual General Meeting and being eligible, has offered himself for re-appointment.
At the Board Meeting held on 05th December, 2020, Mr. Pranav Sanjay Padode (DIN: 08658387) has been appointed as a Whole-time Directorand CEO (KMP) of the Company, effective from 05th December, 2020.
Further the Board at its meeting held on 12th February, 2021 has appointed Mr. Pravin Gaonkar (DIN: 09041578) as an
Independent Director of the Company effective from 13 th February, 2021. Further the Board at its meeting held on 12th March, 2021 has appointed Mr. Sameer Paddalwar (DIN: 02664589) as an Independent Director of the Company effective from 13th March, 2021 and Mrs Kalpana Padode as a Non-executive and
Non-Independent Director of the Company effective from 13 th March, 2021.
The said appointments are subject to approval of the Members of the Company. Further details in this regard, are given in the Notice convening the 31st AGM of the Company.
As stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), brief resume of the Directors proposed to be appointed/re-appointed is annexed to the Notice convening the 31stAnnual General Meeting of the Company.
The Company has received declaration from all the Independent Directors of the Company confirming criteria of independence as prescribed under Section 149(6) of the Act, and Regulation 16(1)(b) of the Listing Regulations.
There has been no change in the circumstances affecting their status as independent directors of the Company. The
Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of and rules framed thereunder.
As on the date of this report, Mr. Sanjay Padode (DIN:00338514) Chairman and Managing Director, Mr. Pranav Padode
(DIN:08658387) Whole-Time Director and Chief Executive Officer, Mr. Shrikant Chilveri, Chief Financial Officer Jaiprakash Gangwani (ACS-55760), Company Secretary & Compliance Officer are the Key Managerial Personnel (KMP) of the Company.
Ms. Disha Shah, an Associate Member of Institute of Company Secretaries of India was appointed as the Company
Secretary & Compliance officer of the Company with effect from 01 stJuly, 2020, however, she resigned from her office with effect from 27 thAugust, 2020 on her personal grounds. Further Mr. Arvind Manor resigned from the position of Chief
Financial Officer (KMP) of the Company with effect fromst 01 March, 2021 due to his personnel reason.
Based on the recommendation of the Nomination and Remuneration Committee of the Board, Mr. Jaiprakash Gangwani, a qualified Company Secretary, was appointed by the Board of Directors at its meeting held on 02nd November, 2020 as the Company Secretary & Compliance Officer and KMP of the nd November, 2020. Based on the recommendation of the Nomination and Remuneration Committee and the Audit Committee of the Board, Mr. Shrikant Chilveri, was appointed by the Board of Directors at its meeting held on 12th March, 2021 as the Chief
Financial Officer and KMP of the Company, w.e.f. 12 th March, 2021.
As on the date of this Board's report i.e., as on 27th August, 2021 the Company's Board of Directors comprises of the following Directors:
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) of the Act, the Board of Directors state that: a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2021 and of the loss of the Company for that period; c. they have taken proper and sufficient care for the maintenance the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. they have prepared the annual accounts on a going concern basis; e. they have laid down internal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively; and f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss and decide on Companies/ business policy and strategy apart from other Board businesses. The Notice of the Board Meeting is given well in advance to all the Directors of the Company. The Agenda of the Board/ Committee Meeting is circulated 7 (seven) days prior to the date of the meeting, unless the matter is urgent, to enable the Director to take an informed decision.
During the year under review, the Board of Directors met 9 (Nine) times on 01st July, 2020, 31st July, 2020, 01st September, 2020, 11th September, 2020, 02nd November, 2020, 12th November, 2020, 05th December, 2020, 12th February, 2021 and 12th March, 2021 respectively and the maximum time gap between two board meetings did not exceed one hundred and twenty days. The necessary quorum was present for all the meetings.
The details of attendance of the Directors at the meetings held during the year under review is stated here with:
* Ceased to be as the independent director from the close of business hours on 12th February, 2021. # Ceased to be as the independent director from the close of business hours on 12th March, 2021.
^ Appointed as the Independent director of the Company with effect from 13th February, 2021.
@ Appointed as the Whole-Time Director and Chief Executive Officer with effect from 5th December, 2020.
! Sameer Paddalwar appointed as the Independent Director and Mrs. Kalpana Padode appointed as the Non-Executive and Non-Independent Director with effect from 13th March, 2021.
Separate Meeting of Independent Directors:
As stipulated by the Code of Independent Directors under Schedule IV of the Act and Regulation 25(3) of the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 12th March, 2021, to review the performance of Non-Independent Directors (including the Chairman) and the Board as whole and to ensure that system devised flowof information checkingthe between the Board and the Management is operating effectively and vice versa.
ANNUAL PERFORMANCE EVALUATION BY THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Act and Regulation 17(10) of the Listing Regulations, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and Individual director. Schedule IV to the Act, states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria.
The Board has carried out evaluation of its own performance, the directors individually as well as the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders' Relationship Committee of the Company. The Board has devised questionnaire to evaluate the performances of each of Executive, Non-Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:
i. Attendance at Board Meetings and Committee Meetings;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding future growth of Company and its performance;
iv. Providing perspectives and feedback going beyond information provided by the management.
During the financial year under review, performance of non-independent directors, the Board as a whole and the Chairman was evaluated in a separate meeting of Independent Directors.
COMMITTEES OF THE BOARD:
During the year, the Committees of the Board were re-constituted in accordance with the provisions of the Act and Listing Regulations.
There are currently 3 (three) Committees of the Board which are as follows:
1. Audit Committee;
2. Stakeholders' Relationship Committee; and
3. Nomination and Remuneration Committee.
The Composition of the Committees as on 31st March, 2021 are as follows:
1. AUDIT COMMITTEE:
The Board has constituted an Audit Committee in accordance with the requirement of Section 177 of the Act and Regulation 18 of the Listing Regulations. As at 31st March, 2021, the Audit Committee comprised of two Independent Directors and one Executive Director of the Company.
The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing and accounting matters. It also supervises the Company's internal control and financial reporting process. During the financialyear 2020-21, the Audit Committee met 6 (Six) times on 31st July, 2020, 01st September, 2020, 11th September, 2020, 12th November, 2020, 12th February, 2021 and 12th March, 2021 and the maximum time gap between two meetings did not exceed one hundred and twenty days.
The composition and attendance of the members at the Audit Committee Meetings held during the financial year
2020-2021 are as follows:
No. of Meetings
^Induced as the Chairman w.e.f. 13th February, 2021 till 12th March, 2021 and thereafter continued as a member.
Mr. Nitin Sawant, Chairman of the Audit Committee was present at the last Annual General Meeting of the Company held on 30th September, 2020. The Company Secretary and/or Compliance Officer of the Company acts as the
Secretary to the Committee.
The terms of reference of this Committee are wide. Besides having access to all the required information from the Company; the Committee acts as a link between the Statutory Auditors and the Board of Directors of the Company.
The scope of the activities and the terms of reference of the Audit Committee are as under:
The terms of reference of the Audit Committee are as per the guidelines set out in Regulation 18 of the Listing Regulations read with Section 177 of the Act. These broadly include:
Develop an annual plan for Committee.
Review of financial reporting processes.
Review of risk management, internal control and governance processes.
Discussions on quarterly, half yearly and annual financial statements.
Interaction with statutory, internal and cost auditors.
Recommendation for appointment, remuneration and terms of appointment of auditors.
Risk management framework concerning the critical operations of the Company.
Scrutiny of inter-corporate loans.
Utilization of loans/advances /investment, if any made by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments.
In addition to the above, the Audit Committee also reviews the following:
Matter to be included in the Director's Responsibility Statement.
Changes, if any, in the accounting policies.
Major accounting estimates and significant adjustments in financial statement.
Compliance with listing and other legal requirements concerning financial statements.
Disclosures in financial statement including related party transactions.
Management's Discussions and Analysis of Company's operations.
Periodical review of Internal Audit Reports.
Findings of any special investigations carried out by the Statutory Auditors.
Letters of Statutory Auditors to management on internal control weakness, if any.
Major non routine transactions recorded in the financial statements involving exercise of judgment by the management.
Recommend to the Board, the appointment, re-appointment and if required the replacement or removal of the statutory auditors considering their independence and effectiveness, and recommend the audit fees.
Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate.
Functioning of whistle blower mechanism and its policy.
2. NOMINATION AND REMUNERATION COMMITTEE:
In terms of provisions of Section 178 of the Act, the Nomination and Remuneration Committee should comprise of at least three Directors; all of whom should be Non-Executive Directors. At least half of the Committee members should be Independent with an Independent Director acting as the Chairman of the Committee.
The Composition of the Nomination and Remuneration Committee is in compliance with the provisions of Section 178 of the Actand Regulation 19 of the Listing Regulations.
The Nomination and Remuneration Committee recommends the remuneration payable to Executive Directors of the Company. The Company pays no sitting fees to Independent Directors for attending Board and Committee meetings and professional services rendered to the Company.
During the financial year 2020-21, the Nomination and Remuneration Committee met 7 (Seven) times on 01st July, 2020, 31st July, 2020, 01stSeptember, 2020, 02nd November, 2020, 05th December, 2020, 12th February, 2021 and 12th March, 2021.
The composition and attendance of the members at the Nomination & Remuneration Committee Meetings held during the financial year 2020-2021 are as follows:
Mr. Nitin Sawant, Chairman of the Nomination & Remuneration Committee was present at the last Annual General Meeting of the Company held on 30th September, 2020. The Company Secretary and/or Compliance Officer of the
Company acts as the Secretary to the Committee.
Terms of reference of the Nomination & Remuneration Committee:
The Committee is empowered to:
Formulate criteria for determining qualifications,positive attributes and independence of Directors and evaluating the performance of the Board of Directors.
Identify and assess potential individuals with respect to their expertise, skills, attributes, personal and professional standing for appointment and re-appointment as Directors / Independent Directors on the Board and as Key Managerial Personnel.
Formulate a policy relating to remuneration for the Directors and the Senior Management Employees.
Determine terms and conditions for appointment of Independent Directors. The same is also available on the website of the Company at http://dsjkeeplearning.com/announcements.php.
Recommend to the Board, all remuneration, in whatever form, payable to senior management.
Performance Evaluation criteria of Independent Directors:
Pursuant to the provisions of Section 178 of the Actread with Schedule IV to the Act and Regulation 18 of the Listing Regulations and Schedule II to the Listing Regulations, the Nomination and Remuneration Committee has formulated a policy on Board Evaluation and evaluation of individual directors.
The evaluation is based on various factors which are as follows:
Attendance at Board and Committee Meetings
Level of Participation
Contribution to the development of strategies and Risk Assessment and Management
Overall interaction with the other members of the Board
Remuneration Policy:
The Company follows a policy on remuneration of Directors and Senior Management and other Employees.
Selection:
Any person to be appointed as a Director on the Board of Directors of the Company or as KMP or Senior
Management Personnel, including Independent Directors, shall possess appropriate skills, experience and knowledge in one or more fields of sciences, actuarial sciences, banking, finance, economics, law, management, sales, marketing, administration, research, corporate governance or technical operations.
Any person to be appointed as a Director on the Board of the Company shall possess the relevant experience and shall be able to provide policy directions to the Company, including directions on good corporate governance.
While appointing any person as Chief Executive Officer, Managing Director or a Whole-Time Director of the Company, his/ her educational qualification, work experience, industry experience, etc. shall be considered.
Remuneration of Executive Directors:
At the time of appointment or re-appointment, the Executive Directors shall be paid such remuneration as may be mutually agreed between the Company (which includes the Nomination & Remuneration Committee and the Board of Directors) and the Executive Directors within the overall limits prescribed under the Act;
The remuneration shall be subject to the approval of the Members of the Company in General Meeting;
In determining the remuneration, the Nomination & Remuneration Committee shall consider the following:
1. The relationship of remuneration and performance benchmark is clear;
2. Balance between fixed and incentive pay reflectingshort and long-term performance objectives appropriate to the working of the company and its goals;
3. Responsibility of the Managing Directors and the industry benchmarks and the current trends;
4. The Company's performance vis--vis the annual budget achievement and individual performance.
Remuneration of Non-Executive Directors:
The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board / Committee meetings. A Non-Executive Director shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Actread with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Non-Executive Directors had no pecuniary relationship or transactions with the Company during the financial year 2020-21.
The Independent Directors of the Company shall not be entitled to participate in Stock Option Scheme of the Company, if any, introduced by the Company.
Remuneration of Senior Management Employees:
In determining the remuneration of the Senior Management employees (i.e. KMPs and Executive Committee Members) the Nomination & Remuneration Committee shall consider the following:
2. The fixed pay reflectingshort and long-term performance objectives appropriate to the working of the Company and its goals;
3. The components of remuneration includes salaries, perquisites and retirement benefits;
4. The remuneration including annual increment and performance incentive is decided based on the criticality of the roles and responsibilities, the Company's performance vis--vis the annual budget achievement, industry benchmark and current compensation trends in the market.
The Company has adopted a policy i.e. Criteria for Appointment of Directors, KMPs and Senior Management Personnel as per the Listing Regulations.
Details of sitting fee paid to be Directors:
None of the Non-Executive / Independent Director are being paid any sitting fees.
The Company has not granted any stock options.
3. STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Composition of the Stakeholders' Relationship Committee is in compliance with the provisions of Section 178 of the Act and Regulation 20 of the Listing Regulations.
The Committee is empowered to oversee the redressal of investors' complaints pertaining to Share transfers, non-receipt of annual reports, dividend payments, issue of duplicate certificates, transfer /transmission /demat /remat of shares and other miscellaneous complaints. This Committee is responsible for the satisfactory redressal of investors' complaints and recommends measures for overall improvement in the quality of investor services.
During the financial year2020-21, the Stakeholder's Relationship Committee met 4 (Four) times on 31st July, 2020, 11th September, 2020, 12th November, 2020 and 12th February, 2021.
The Composition and attendance of the members at the Stakeholder's Relationship Committee Meetings held during the financial year 2020-2021 are as follows:
Mr. Nitin Sawant, Chairman of the Stakeholder's Relationship Committee was present at the last Annual General Meeting of the Company held on 30th September, 2020. The CompanySecretaryand/orComplianceOfficer of the
Company act as the Secretary to the Committee and oversees the redressal of the investors' grievances.
Status of Investors' Complaint as on end of the financial year 2020-21 is stated here with:
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Act, the Company has adopteda Vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.
The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases.
We affirm that during the financial year 2020-21, no employee or director was denied access to the Audit Committee. The
Vigil Mechanism Policy is available on the website of the Company at http://dsjkeeplearning.com/announcements.php.
PARTICULARS OF THE EMPLOYEES AND REMUNERATION:
Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of ratio of remuneration of each director to the median employee's remuneration are appended to this report as "Annexure I".
During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Act and Rules 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
RISK MANAGEMENT:
The Company has laid down a well-defined Risk Management Policy covering the risk mapping, risk analysis, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the related party transactions transacted during the year under review were in the ordinary course of business and were on arm's length basis and the same are reported in the Notes to the Financial Statements. Accordingly, the disclosure pertaining to Related Party Transactions as required under Section 134(3) of the Act in Form AOC-2 is not applicable.
The policy on dealing with Related Party Transactions is available on Company's website at http://www.dsjkeeplearning. com/announcements.php.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The details of loans, guarantee or investment made by the Company under the provisions of Section 186 of the Act, are provided in the Notes to the Financial Statements.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of Corporate Social Responsibility under Section 135 of the Act and rules made thereunder are not applicable to the Company. Therefore, the Company has not developed and implemented any policy on Corporate Social Responsibility initiatives.
STATUTORY AUDITORS:
As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. J. D. Jhaveri & Associates, Chartered Accountants, Mumbai, (FRN: 111850W) were appointed as Statutory Auditors of the Company at the 28th Annual General Meeting held on 29th September, 2018 for a term of 5 (five) consecutive years i.e. upto the conclusion of 33rd Annual General Meeting to be held for the financial year ending31 st March, 2023. The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as the StatutoryAuditors of the Company.
AUDITORS' REPORT:
There were no adverse remarks or qualifications made by the auditors of the Company in their report on the financial statementsoftheCompanyforthefinancial .review year under
DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:
Pursuant to Section 143(12) of the Act, during the year under review there were no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors. Hence, there is nothing to report under Section 134(3)(ca) of the Act.
SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Act, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report received from M/s. Anshul Bhatt& Associates, Company Secretaries, Mumbai is appended as "Annexure – II" and forms part of this report.
In respect of the Secretarial Auditors' remarks in their report, the Directors would like to state as under: a) the Company does not have a Company Secretary as required under section 203 of the Act from 01st April 2020 till 30th June 2020 and from 27th August 2020 till 1st November 2020, during the period under review; Reply: The Company was in search of a suitable candidate for the said position from 1st April, 2020 who shall be competent and in possession of the requisite expertise. The Company thereafter appointed Ms. Disha Shah, as the Company Secretary & Compliance Officer with effect from 01st July, 2020. However, she resigned from her office with effect from 27 th August, 2020 on her personal grounds and immediately upon her resignation within a reasonable period of time the Company has appointed Mr. Jaiprakash Gangwani, an Associate member of Institute of Company Secretaries of India (ICSI) w.e.f 02nd November, 2020 as a qualified Company Secretary of the Company who is in the whole-time employment of Company. In the meantime, till the appointment of Mr. Jaiprakash Gangwani, as a Company Secretary, Mr Sanjay Padode was appointed and acted as the Compliance Officer of the Company for the period specified above.
b) the Company has not redeemed its preference shares, the statutory time limit for redemption is overdue; Reply: Pursuant to section 55 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 the Company ought to have redeemed the preference share of the Company but refrain to do so due to the following reasons as specified below:
As per the provisions of Companies Act, 2013, the Company has to redeem the preference share out of the profits of the Company However, the Company is incurring losses for last several years resulting the non-redemption of Preference shares. In order to remove the qualification, the Company has earned a revenue in the current quarter ended 30th June, 2021 and is in a process to start creating a redemption reserve out of the revenue earned and will do the necessary Compliances henceforth.
The Holder of preference shares is under liquidation and hence the legal formalities for redemption of preference shares could not be taken and processed till date. c) the Compliance Officer appointed during the period 01 st April 2020 till 30th June 2020 and from 27th August 2020 till 1st November 2020, under Regulation 6 of LODR is not a qualified Company Secretary as required under the said Regulations;
Reply : The Company did not have a qualified Company Secretary for the period specified above as a result Mr. Sanjay Padode was appointed as the Compliance officer of the Company and detailed reply is given in the above observation no 1. d) the company during the period under review, is yet to comply with the requirement under SEBI (Prevention of Insider Trading) Regulations, 2015 for maintaining a structured digital database of name of persons, entities with whom Unpublished Price Sensitive Information (UPSI) is shared and further in the absence of necessary documentary proof, compliance with the requirement under Regulation 3(2B) of giving due notice to persons to whom such UPSI is shared for maintaining confidentiality of the UPSI could not be confirmed.
Reply: The Company is in the process of rendering the services and necessary infrastructure of Link Intime India Private Limited for maintaining a structured digital database of name of persons, entities with whom Unpublished Price Sensitive Information (UPSI) is shared. During the year under review, there were no instances of trading by the insiders when in possession of the UPSI pertaining to the Company. The management takes due care of handling the Unpublished Price Sensitive Information and compliance of other applicable provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015.
INTERNAL AUDITOR:
Pursuant to the provisions of Section 138 of the Act read with Companies (Accounts) Rules, 2014, the Company has appointed/continued Mr. Amit B. Agarwal & Associates, Chartered Accountants, Mumbai as Internal Auditor of the Company. The Internal Auditor submits his reports on a periodically basis to the Audit Committee.
Based on the report of internal audit, management undertakes corrective actions in their respective areas and thereby strengthens thecontrols.Significantaudit observations and corrective actions thereon are presented to the Audit
Committee of the Board.
INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has in place an adequate Internal Financial Control System. The Board evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures at all levels and strives to maintain the Standard in Internal Financial Control.
LISTING OF SECURITIES:
The Company's shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the Annual listing fees for the year 2020-21 and 2021-22 to both the Stock Exchanges.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
As on the date of the report, name of the Company changed from DSJ Communications Limited to DSJ Keep Learning Limited owing to change in the Main object Clause and The Company begin to earn revenue currently as the company intends to widen its scope of services to include providing educational services to Institutions, Universities, and the learner community.
Except the above statement given above and those disclosed in the annual report, there are no material changes and commitment, affecting the financial positions of the Company occurred between the end of the F.Y 2020-21 to which this financial statement relates and the date of this report.
REPORT ON CORPORATE GOVERNANCE:
As per the provisions of Regulation 15(2) of Listing Regulations the provisions related to Corporate Governance shall not apply to a listed entity having paid up Share Capital not exceeding Rupees Ten Crores and Networth not exceeding Rupees Twenty Five Crores, as on the last day of the previous financial year. As on the last day of the previous financial year 2019-20, the paid up Share Capital and Networth was below the threshold limits stated above, thereby the Company is not required to comply with the above provisions of Corporate Governance. Accordingly, the Report on Corporate GovernanceandCertificateregarding compliance of conditions of Corporate Governance are not made a part of the Annual Report.
Pursuant to the Regulation 34(2)(e) of Listing Regulations, the Report on Management Discussion and Analysis is a part of the Annual Report.
As per Schedule V of the Companies Act, 2013, the following disclosures shall be mentioned in the Board of Director‘s report under the heading -Corporate Governance which are as below.
1. All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the Directors;
Please refer to the Statement given in the Notice of 31st Annual General Meeting of the Comoany pursuant to the provisions of Section 102 of the Companies Act, 2013 (as amended).
2. Details of fixed component. and performance linked incentives along with the performance criteria;
The relationship of remuneration to performance is clear and meets appropriate performance benchmarks and such remuneration comprises a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the Company and its goals.
3. Service contracts, notice period, severance fees; and
Not Applicable
4. Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.
Not applicable
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company's operations in future.
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company was not required to constitute the Internal Complaints Committee pursuant to the provisions of the said Act. There was no complaint received by the Company on sexual harassment during the year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Pursuant to the provisions of Section 134 (3) (m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 details regarding Conservation of Energy, Technology absorption, Foreign exchange earnings and outgo are as under:
A) Conservation of Energy: a. Steps taken or impact on conservation of energy – The Operations of the Company do not consume energy intensively. However, the Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities. b. Steps taken by the Company for utilizing alternate sources of energy – Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises. c. The capital investment on energy conservation equipment – Nil
B) Technology absorption, adaption and innovation: a. The efforts made towards technology absorption The Company continues to take prudential measures in respect of technology absorption, adaptation and take steps to use the scarce resources effectively. b. The benefits derived like product improvement, cost reduction, product development or import substitution Not
Applicable. c. In case of imported technology (imported duringthelastthreeyearsreckonedfromthebeginningofthefinancial year) – Not Applicable. d. The expenditure incurred on Research and Development - Not Applicable.
C) Foreign Exchange Earnings and Outgo:
There were no transactions during the year under review in which foreign exchange earnings or outgo was involved.
MAINTAINENCE OF COST RECORDS:
The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules, 2014 of Section 134(3) of the Act regarding maintenance of cost records are not applicable to the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies with all the applicable provisions of the same during the year under review.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their sincere appreciation for the assistance and co-operation received from all the Government departments, Banks, Financial Institutions, members and employees during the year under review and also looks forward to their continued support in the future.
Your Directors also wish to place on record their deep appreciation for the committed services of the employees of